2022 -- S 2455

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LC003329

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     STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2022

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A N   A C T

RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS -- RHODE

ISLAND BUSINESS CORPORATION ACT

     

     Introduced By: Senators Raptakis, Lombardo, F Lombardi, Murray, Burke, and Picard

     Date Introduced: March 01, 2022

     Referred To: Senate Finance

     It is enacted by the General Assembly as follows:

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     SECTION 1. Section 7-1.2-1309 of the General Laws in Chapter 7-1.2 entitled "Rhode

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Island Business Corporation Act" is hereby amended to read as follows:

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     7-1.2-1309. Filing of articles of dissolution.

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     (a) The articles of dissolution are delivered to the secretary of state. If the secretary of state

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finds that the articles of dissolution conform to law, the secretary of state shall, when all fees and

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taxes have been paid:

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     (1) Endorse on the original the word "Filed", and the month, day, and year of the filing;

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     (2) File the original in his or her office; and

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     (3) Issue a certificate of dissolution; and

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     (4) Send to the Rhode Island division of taxation a copy of the certificate of dissolution.

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     (b) The certificate of dissolution is delivered to the representative of the dissolved

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corporation. Upon the issuance of the certificate of dissolution the existence of the corporation

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ceases, except for the purpose of suits, other proceedings, and appropriate corporate action by

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shareholders, directors, and officers as provided in this chapter.

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     SECTION 2. Section 7-6-55 of the General Laws in Chapter 7-6 entitled "Rhode Island

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Nonprofit Corporation Act" is hereby amended to read as follows:

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     7-6-55. Filing of articles of dissolution.

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     (a) The articles of dissolution shall be delivered to the secretary of state. If the secretary of

 

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state finds that the articles of dissolution conform to law, the secretary of state shall, when all fees

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have been paid as prescribed in this chapter:

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     (1) Endorse on the original the word "Filed", and the month, day, and year of the filing;

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     (2) File the original in the secretary of state's office;

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     (3) Issue a certificate of dissolution;

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     (4) Send to the Rhode Island division of taxation a copy of the certificate of dissolution.

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     (b) The certificate of dissolution shall be delivered to the representative of the dissolved

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corporation. Upon the issuance of the certificate of dissolution the existence of the corporation

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ceases, except for the purpose of suits, other proceedings, and appropriate corporate action by

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members, directors, and officers as provided in this chapter.

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     SECTION 3. Section 7-16-47 of the General Laws in Chapter 7-16 entitled "The Rhode

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Island Limited-Liability Company Act" is hereby amended to read as follows:

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     7-16-47. Articles of dissolution.

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     Not later than thirty (30) days following the dissolution and winding up of the limited-

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liability company for any cause other than that set forth in § 7-16-39(1), articles of dissolution shall

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be filed in the office of the secretary of state and set forth:

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     (1) The name of the limited-liability company;

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     (2) The date of filing of the original articles of organization;

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     (3) The date of filing of all amendments to the original articles of organization or the most

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recent restatement, if any, and all subsequent amendments to the articles of organization;

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     (4) The reason for filing the articles of dissolution;

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     (5) The effective date, which shall be a date certain, of the dissolution; and

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     (6) Any other information or provision, not inconsistent with law, that the members or

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authorized person signing the articles of dissolution elect to set forth; and

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     (7) The secretary of state shall send to the Rhode Island division of taxation a copy of the

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certificate of dissolution.

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     SECTION 4. Section 44-11-2 of the General Laws in Chapter 44-11 entitled "Business

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Corporation Tax" is hereby amended to read as follows:

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     44-11-2. Imposition of tax.

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     (a) Each corporation shall annually pay to the state a tax equal to nine percent (9%) of net

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income, as defined in § 44-11-11, qualified in § 44-11-12, and apportioned to this state as provided

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in §§ 44-11-13 -- 44-11-15, for the taxable year. For tax years beginning on or after January 1,

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2015, each corporation shall annually pay to the state a tax equal to seven percent (7.0%) of net

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income, as defined in § 44-11-13 -- 44-11-15, for the taxable year.

 

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     (b) A corporation shall pay the amount of any tax as computed in accordance with

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subsection (a) after deducting from "net income," as used in this section, fifty percent (50%) of the

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excess of capital gains over capital losses realized during the taxable year, if for the taxable year:

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     (1) The corporation is engaged in buying, selling, dealing in, or holding securities on its

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own behalf and not as a broker, underwriter, or distributor;

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     (2) Its gross receipts derived from these activities during the taxable year amounted to at

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least ninety percent (90%) of its total gross receipts derived from all of its activities during the year.

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"Gross receipts" means all receipts, whether in the form of money, credits, or other valuable

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consideration, received during the taxable year in connection with the conduct of the taxpayer's

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activities.

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     (c) A corporation shall not pay the amount of the tax computed on the basis of its net

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income under subsection (a), but shall annually pay to the state a tax equal to ten cents ($.10) for

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each one hundred dollars ($100) of gross income for the taxable year or a tax of one hundred dollars

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($100), whichever tax shall be the greater, if for the taxable year the corporation is either a "personal

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holding company" registered under the federal Investment Company Act of 1940, 15 U.S.C. § 80a-

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1 et seq., "regulated investment company," or a "real estate investment trust" as defined in the

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federal income tax law applicable to the taxable year. "Gross income" means gross income as

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defined in the federal income tax law applicable to the taxable year, plus:

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     (1) Any interest not included in the federal gross income; minus

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     (2) Interest on obligations of the United States or its possessions, and other interest exempt

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from taxation by this state; and minus

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     (3) Fifty percent (50%) of the excess of capital gains over capital losses realized during the

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taxable year.

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     (d)(1) A small business corporation having an election in effect under subchapter S, 26

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U.S.C. § 1361 et seq., shall not be subject to the Rhode Island income tax on corporations, except

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that the corporation shall be subject to the provisions of subsection (a), to the extent of the income

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that is subjected to federal tax under subchapter S. Effective for tax years beginning on or after

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January 1, 2015, a small business corporation having an election in effect under subchapter S, 26

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U.S.C. § 1361 et seq., shall be subject to the minimum tax under § 44-11-2(e).

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     (2) The shareholders of the corporation who are residents of Rhode Island shall include in

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their income their proportionate share of the corporation's federal taxable income.

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     (3) [Deleted by P.L. 2004, ch. 595, art. 29, § 1.]

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     (4) [Deleted by P.L. 2004, ch. 595, art. 29, § 1.]

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     (e) Minimum tax. The tax imposed upon any corporation under this section, including a

 

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small business corporation having an election in effect under subchapter S, 26 U.S.C. § 1361 et

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seq., shall not be less than four hundred fifty dollars ($450). For tax years beginning on or after

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January 1, 2017, the tax imposed shall not be less than four hundred dollars ($400).

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     (f) Upon receipt by the division of taxation of a copy of a certificate of dissolution from

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the secretary of state, the division of taxation shall not impose the minimum tax required by

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subsection (e) of this section for the tax year in which the copy of the certificate was received.

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     SECTION 5. This act shall take effect upon passage.

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EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N   A C T

RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS -- RHODE

ISLAND BUSINESS CORPORATION ACT

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     This act would suspend the imposition of the minimum tax upon corporations, nonprofit

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corporations, and limited liability companies for the tax year in which the secretary of state certifies

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the entity's dissolution.

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     This act would take effect upon passage.

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